INVESTOR TOOLKIT

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CORTE MADERA, Calif.--(BUSINESS WIRE)--Dec. 4, 2018--
RH (NYSE: RH) announced today that it intends to explore a potential
offering of $300 million aggregate principal amount of convertible notes
due 2023 in a private offering to qualified institutional buyers.

In the event the Company chooses to complete the proposed $300 million
offering, RH would expect to enter into convertible note hedge and
warrant transactions that are designed to offset the effect of any
dilution from the conversion of the notes up to approximately 100% over
the common stock price at the time of pricing of the notes.

The financing would be opportunistic and as such the proceeds would be
used to provide the Company with a flexible source of funding to pursue
favorable long term allocations of capital. Proceeds of the offering
would also be used to pay down the outstanding borrowings under the
Company’s credit facility and to pay the net costs of the convertible
note hedge and warrant transactions.

The interest rate, conversion price and other terms of any new issuance
of notes are subject to the final pricing determination in connection
with any offering. The notes would be convertible into cash, shares of
RH’s common stock, or a combination thereof, at RH’s election.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The notes and the shares of common stock issuable upon
conversion of the notes, if any, will not be registered under the
Securities Act of 1933, as amended (the “Act”) or any state securities
laws, and unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Act and applicable state laws.

About RH

RH (NYSE: RH) is a curator of design, taste and style in the luxury
lifestyle market. The Company offers collections through its retail
galleries, Source Books, and online at RH.com, RH Modern.com,
RHBabyandChild.com, RHTeen.com, and Waterworks.com.

Forward-Looking Statements

Some of the statements in this press release are “forward-looking” and
are made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These “forward-looking” statements
include statements relating to, among other things, the proposed
offering of the notes, the anticipated terms of the notes and the
convertible note hedge and warrant transactions as well as any dilution
impact to holders of the common stock, any implications regarding the
possible future price of the Company’s common stock, the expected use of
the net proceeds from these transactions, the Company’s expectations
concerning market conditions for an offering of the notes, and any
statements or assumptions underlying any of the foregoing. These
statements involve risks and uncertainties that may cause results to
differ materially from the statements set forth in this press release.
The forward-looking statements in this press release speak only as of
the date of this press release and are subject to uncertainty and
changes. Given these circumstances, you should not place undue reliance
on these forward-looking statements. RH expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to such forward-looking statements to reflect any change in its
expectations with regard thereto or any changes in the events,
conditions or circumstances on which any such statement is based.